EXHIBIT 10(aax)

                          INTERCONTINENTAL LIFE CORPORATION
                                 AMENDMENT AGREEMENT

               This Amendment Agreement (the  "Agreement") is entered  into
          as  of  August   8,  1995  by  and  among  InterContinental  Life
          Corporation  (the   "Company"),  the  undersigned   lenders  (the
          "Lenders") and The First  National Bank of Chicago, as  agent for
          the Lenders (the "Agent"). 

                                W I T N E S S E T H : 

               WHEREAS, the Company, the Lenders and the Agent  are parties
          to that certain Amended and Restated Credit Agreement dated as of
          January 29, 1993 (as amended, the "Credit Agreement"); 

               WHEREAS,  the Company, the  Lenders and the  Agent desire to
          amend the Credit Agreement as hereinafter set forth. 

               NOW, THEREFORE,  for  good and  valuable consideration,  the
          receipt  and sufficiency  of  which is  hereby acknowledged,  the
          parties hereto hereby agree as follows: 

          1. Defined Terms. Capitalized terms used herein and not otherwise
          defined herein shall  have the meanings attributed  to such terms
          in the Credit Agreement. 

          2. Amendment  to Credit  Agreement. Section  6.19  of the  Credit
          Agreement  is hereby deleted in its entirety and the following is
          inserted in lieu thereof: 

               "6.19. Fixed  Asset Expenditures. The Company  will not, nor
               will it permit any Subsidiary to, expend, or be committed to
               expend,  in  the  acquisition  of  fixed  assets  (including
               leasehold improvements),  on a non-cumulative basis,  in the
               aggregate for the Company and the Subsidiaries, in excess of
               (a) $3,000,000  in the aggregate  for the period  covered by
               fiscal  years 1993,  1994  and 1995  with  respect to  fixed
               assets  other  than leasehold  improvements,  (b) $1,000,000
               during any  fiscal year beginning  in fiscal year  1996 with
               respect  to fixed assets  other than leasehold improvements,
               (c) $6,000,000 in  the aggregate for  the period covered  by
               fiscal years  1993 and 1994 for  leasehold improvements, and
               (d) and $2,000,000 in each  fiscal year beginning in  fiscal
               year 1995 for leasehold improvements. A commitment to expend
               in  the  acquisition of  fixed  assets  (including leasehold
               improvements)  pursuant to  this  Section  6.19  shall,  for
               purposes  of  calculating  the  amounts  set  forth  in  the
               immediately preceding sentence, be included in the period or
               year in which such expenditure is to be paid." 

          3. Conditions  Precedent. Section 2  of this Agreement  shall not
          become effective unless and until  the Company has furnished,  or 
          caused  to be furnished, to the Agent, with sufficient copies for
          each Lender, the following: 

                    (i) A  consent from FIC,  in the  form of Exhibit  A to
               this Amendment. 

                    (ii)  Copies, certified by  the Secretary  or Assistant
               Secretary  of  the  Company,   of  its  Board  of  Directors
               resolutions authorizing the execution of this Agreement. 

                    (iii)  An  incumbency   certificate,  executed  by  the
               Secretary or Assistant Secretary of the Company, which shall
               identify by name  and title  and bear the  signature of  the
               officers of  the Company authorized to  sign this Agreement,
               upon which certificate each Lender shall be entitled to rely
               until informed of any change in writing by the Company. 

          4. Representation and Warranty. The Company hereby represents and
          warrants to the Lenders that after giving effect to the amendment
          herein contained  (i) all  of the representations  and warranties
          contained in the Credit Agreement are true  and correct as of the
          date  hereof, (ii) no Default  or Unmatured Default  exists or is
          continuing and (iii) the Company has performed all the agreements
          on its part to be performed prior to the date hereof as set forth
          in the Credit Agreement. 

          5.  Effectiveness  of  Amendment.  This  Agreement  shall  become
          effective as of the date first above written provided that all of
          the conditions precedent set forth in Section 3 of this Agreement
          are  satisfied and upon receipt  by the Agent  of counterparts of
          this  Agreement  duly executed  by the  Company and  the Required
          Lenders. 

          6. Reference to and Effect on the Credit Agreement. 

                    a.  Upon the effectiveness  of Section 2  hereof, on or
               after the date hereof each reference in the Credit Agreement
               to  "this  Agreement,"  "hereunder," "hereof,"  "herein"  or
               words  of  like import  and  each  reference to  the  Credit
               Agreement in the  Notes and all  other documents (the  "Loan
               Documents")   delivered  in   connection  with   the  Credit
               Agreement  shall  mean and  be  a  reference  to the  Credit
               Agreement as amended hereby. 

                    b.  Except as  specifically amended  above, all  of the
               terms, conditions and covenants  of the Credit Agreement and
               all other  Loan Documents shall remain unaltered and in full
               force and effect and  shall continue to be binding  upon the
               Company  in  all  respects   and  are  hereby  ratified  and
               confirmed.

                    c.  The execution, delivery and  effectiveness of this
               Agreement shall not,  except as  expressly provided herein,
               operate  as a  waiver of  (i)  any right,  power or  remedy
               of the Lenders  or the  Agent  under  the  Credit Agreement
               or  any of the  Loan  Documents,  or  (ii) any  Default  or
               Unmatured Default under the Credit Agreement. 

          7. Costs, Expenses and Taxes. The Company agrees to pay on demand
          all  costs and  expenses  of the  Agent  in connection  with  the
          preparation, execution and delivery of this  Agreement, including
          the reasonable fees and out-of-pocket expenses of counsel for the
          Agent with respect thereto. 

          8. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
          WITH THE  INTERNAL LAWS  (AND NOT THE  LAW OF  CONFLICTS) OF  THE
          STATE OF ILLINOIS, BUT  GIVING EFFECT TO FEDERAL  LAWS APPLICABLE
          TO NATIONAL BANKS. 

          9.  Execution in CounterParts. This  Agreement may be executed in
          any number  of counterparts  and by  different parties  hereto in
          separate  counterparts, each of  which when so  executed shall be
          deemed to be  an original and all  of which taken  together shall
          constitute one and the same agreement.
           
               IN WITNESS WHEREOF, the Company, the undersigned Lenders and
          the Agent have executed this Agreement as of the date first above
          written. 

                                   INTERCONTINENTAL LIFE CORPORATION
                                   By: /s/ Roy F. Mitte
                                   Title: President

                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                   Individually and as Agent 
                                   By: /s/ Paul T. Schultz
                                   Title: Vice President

                                   BARCLAYS BANK, PLC
                                   By: /s/ Chris Cathcart
                                   Title: Vice President

                                   FIRST UNION NATIONAL BANK OF NORTH
                                   CAROLINA 
                                   By: /s/ Jay S. Bullock
                                   Title: Vice President

                                   SHAWMUT BANK CONNECTICUT, N.A. 
                                   By: /s/ James H. Steane
                                   Title: Senior Vice President

                                   CORESTATES PHILADELPHIA NATIONAL BANK N.A.
                                   By: /s/ Kathleen M. Petrelli
                                   Title: Assistant Vice President



                                      EXHIBIT A
                                 CONSENT OF GUARANTOR

               Financial  Industries  Corporation, as  guarantor  under the
          Amended  and  Restated  Guaranty  dated  January  29,  1993  (the
          "Guaranty")  in favor  of the  Lenders party  to the  Amended and
          Restated Credit  Agreement  dated  as of  January  29,  1993  (as
          amended, the "Credit Agreement") hereby consents to the Amendment
          Agreement  dated as  of August  8, 1995  and hereby  confirms and
          agrees that the  Guaranty is, and shall  continue to be, in  full
          force  and effect  and is  hereby confirmed  and ratified  in all
          respects.  

               This Consent is executed and delivered as of August 8, 1995.

                                   FINANCIAL INDUSTRIES CORPORATION

                                   By:  
                                   Title: